EXHIBIT 10.8
SEARCH SERVICES AGREEMENT
THIS SEARCH SERVICES AGREEMENT (this "Agreement") is entered into as of
March 7, 2000, by and between Go2Net, Inc., a Delaware corporation having its
principal place of business at 000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000
("Go2Net"), and XxxxXxxx.xxx, a Nevada corporation having its principal place of
business at 000 Xxxxxxxx, Xxxxx 000, Xxxxx Xxxxxx, XX 00000 ("Partner").
RECITALS
WHEREAS, Go2Net offers and provides metasearch services through its
network of Web sites, currently available through, but not limited to, the
Uniform Resource Locators ("URL(S)") xxx.xx0xxx.xxx, xxx.xxxxxxxxxxx.xxx, and
xxx.xxxxxxx.xxx (collectively, the "GO2NET METASEARCH SERVICE") which enable
users to simultaneously search the World Wide Web using multiple third-party
search engines by entering a query or request for information in a search box
posted on a World Wide Web site, which submits those queries or requests to the
Go2Net Metasearch Service;
WHEREAS Partner has developed a full-text World Wide Web search engine
and/or a directory service currently accessible through the URL
xxx.xxxxxxxx.xxx, which provides users with results based upon search queries.
WHEREAS, Partner wishes to have its Search Results (defined below) used
and incorporated in the Go2Net Metasearch Services (as defined below) on the
terms and conditions set forth herein;
NOW THEREFORE, in exchange for the mutual promises herein, and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. DEFINITIONS.
"AGENCY COMMISSIONS" shall mean the portion of fees, payable to Partner
as the result of Paid Click Throughs and Fee-Based Referrals, which are payable
by Partner to unaffiliated third parties in reasonable consideration for sales,
marketing, and distribution efforts. Partner shall document all Agency
Commissions that impact the Payments as part of the monthly Report (as set forth
in paragraphs 3.2 and 3.3 respectively). FindWhat shall not deduct Agency
Commissions in excess of 15% per Paid Click Through or Fee-Based Referral when
calculating the Payment. Additionally, FindWhat shall not apply deductions of
Agency Commissions to greater than 17.5% of the aggregate number of Paid Click
Throughs and Fee-Based Referrals when calculating the Payment.
"CLICK THROUGH(S)" shall mean each instance in which a user of the
Go2Net Metasearch Service is directed/referred to a Web site as the result of
that user directing an Internet browser to access that Web site via a hypertext
link posted within a Search Result.
"DOGPILE" shall mean the Go2Net metasearch engine that processes user
search queries directed to the Internet domain xxxxxxx.xxx.
"EFFECTIVE DATE" shall mean the earlier of to occur of (i) May 1, 2000
or (ii) the first date on which Go2Net incorporates Search Results on the
Results Pages PROVIDED, HOWEVER, that Go2Net shall not be obligated to include
Search Results in the Results Pages until such time as Go2Net shall have
received the duly executed and delivered Warrant.
"FEE-BASED REFERRAL(S)" shall mean each instance in which a user of the
Partner Search Engine is directed/referred to a Web site as the result of that
user directing an Internet browser to access that Web site via a hypertext link
posted by the Partner Search Engine, and a third party has agreed to pay a
Referral Fee to Partner in exchange for each such referral.
"INTELLECTUAL PROPERTY" means any intellectual property or proprietary
rights, including but not limited to, copyright rights (including rights in
audiovisual works), moral rights, trademark (including logos, slogans, trade
names, service marks), patent rights (including patent applications and
disclosures), know-how, inventions, rights of priority, and trade secret rights,
recognized in any country or jurisdiction in the world.
"METACRAWLER" shall mean to the Go2Net metasearch engine that processes
user search queries directed to the Internet domain xxxxxxxxxxx.xxx.
"NET REFERRAL FEES" shall mean Referral Fees less Agency Commissions
applied thereto.
"PAID CLICK THROUGH(S)" shall mean only those Click Throughs for which
third parties have agreed to pay a Referral Fee to Partner.
"PARTNER SEARCH ENGINE" means the full-text World Wide Web search
engine(s) and/or directory service(s) under the name of, and/or which is/are
operated, licensed, controlled, owned, leased, by, Partner, which can currently
be accessed through the URL xxx.xxxxxxxx.xxx, as Partner may update the same
from time to time.
"PARTNER SITE" means Partner's site on the World Wide Web with the
following URL: xxx.xxxxxxxx.xxx.
"REFERRAL FEE(S)" means the dollar amount payable to Partner by third
parties in exchange for each Paid Click Through and each Fee-Based Referral.
Referral Fees shall not result in such cases that Paid Click Throughs and
Fee-Based Referrals result directly from (i) a user repeatedly accessing the
Search Results without the intent to perform a search and for the sole purpose
of generating revenues for Go2Net under this Agreement, or by a bot, macro
program, Internet agent, or any other automatic means, or (ii) malicious Paid
Click Throughs (which, for purpose of this Agreement, means any user who
repeatedly accesses the Search Results for the purpose of increasing the
payments an advertiser must make to FindWhat).
"RESULTS PAGE(S)" shall mean each page in the Go2Net Metasearch Service
that contains Search Results and/or search results from other third party World
Wide Web search engines and/or directory services.
"SEARCH RESULT(S)" shall mean the information provided to the Go2Net
Metasearch Service by the Partner Search Engine, which shall include descriptive
text and a hypertext link to a Web page, in response to a user query submitted
to the Partner Search Engine by any of the Go2Net Metasearch Service. Partner
may limit the Search Results to those results that may earn a Referral Fee.
"WARRANT" shall mean the warrant to purchase 725,000 shares of the
Common Stock of Partner at an exercise price of $5.50 per share, executed and
delivered by Partner to and in the name of Go2Net, in the form attached hereto
as Exhibit A.
2. THE LICENSE.
2.1 GRANT. Subject to the terms and conditions of this Agreement, Partner
hereby grants to Go2Net during the Term the non-exclusive, royalty
free, worldwide license to use the Partner Search Engine as part of the
Go2Net Metasearch Service and to display the Search Results. To the
extent the use of the Partner Search Engine and display of the Search
Results is deemed to be reproduction, transmission, or distribution,
Go2Net is further granted a non-exclusive, royalty-free, worldwide
license to use, transmit, distribute, and publicly display the Partner
Search Engine and Search Results so as to enable users of the Go2Net
Metasearch Service to search the Web using the Partner Search Engine
and access the Search Results.
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2.2 RIGHT TO INCLUDE IN SEARCH RESULTS. The foregoing license includes the
right of Go2Net to query the Partner Search Engine in real-time for
each search conducted on the Go2Net Metasearch Service, and to format
the Search Results in a Results Page(s), and to include advertising,
sponsorships, links, and other messaging and promotions on the Results
Page(s).
3. OPERATIONS.
3.1 INCLUSION IN SEARCH RESULTS. Subject to user customization and any
applicable performance standards, in response to the users' submission
of search queries, Go2Net shall include the display of Search Results
(i) on the second Results Page of Dogpile and (ii) on one or more
Results Pages of MetaCrawler in a manner consistent with the then
current text-based implementation on the Results Pages of MetaCrawler.
3.1.1 CHANGES TO PARTNER SEARCH ENGINE. Partner shall provide Go2Net timely
notice of changes to Partner Search Engine results formatting, and
Partner shall actively work with Go2Net to provide the Go2Net
Metasearch Service with continuous access to the Search Results.
3.2 PAYMENTS. Within 30 calendar days, following the end of each
calendar month during the term of this Agreement, Partner shall pay
to Go2Net [**Redacted**]
3.2.1 EXAMPLE: [**Redacted**]
3.3 REPORTS AND RECORDS. With each payment made under this Agreement,
Partner shall provide to Go2Net a written report with the information
and data, reasonably requested by Go2Net, related to the Search
Results, Paid Click Throughs, Fee-Based Referrals, the average monthly
Referral Fee, Agency Commissions, and revenues derived by Partner.
Go2Net reserves the right to contest the contents of such report and
the respective payment amount within thirty (30) days of receipt of
such report. In the event of such a contest, the parties agree to use
good faith efforts to resolve any dispute within thirty (30) days of
the notice of such contest from Go2Net. Upon the expiration of such
thirty (30) day period, the parties agree to refer any unresolved
disputes to arbitration, in accordance with the commercial arbitration
rules of the American Arbitration Association then in effect. Each
party shall maintain true and complete records relating to its
respective performance under this Agreement, all of which shall
accurately reflect to actual underlying data.
3.4 AUDITS. Partner agrees that, given written notice of three (3) business
days, at the expense of Go2Net, Go2Net, and/or parties duly authorized
by Go2Net, shall have the right to audit the records of Partner to
confirm compliance with the terms of this Agreement. Any such audit
shall be conducted during normal business hours and shall not unduly
interfere with Partner's ability to conduct business. Partner agrees
that, in the event that Go2Net demonstrates that discrepancies equal
to, or greater than, five percent (5%) exist, Partner shall pay to
Go2Net all costs associated with such audits.
3.5 XXXXXXXXX.XXX. Go2Net and Partner will work together in good faith to
evaluate a mutually agreeable plan for allowing Xxxxxxxxx.Xxx merchants
to enter into Referral Fee arrangements. The terms and conditions of
such a plan, including any compensation to Go2Net, are to be mutually
agreed upon by the parties.
4. TERM.
4.1 TERM. The term of this Agreement shall commence on the Effective Date
and continue for a period of one (1) year after the Effective Date,
unless earlier terminated as set forth herein (the "TERM").
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5. MINIMUM PERFORMANCE STANDARDS.
5.1 On a search by search basis, Go2Net shall not be obligated to include
Search Results, if Partner fails to deliver such Search Results in
compliance with Go2Net's proprietary algorithm for the respective
Go2Net Metasearch Service, including with respect to response time and
relevancy, as consistently applied to all third party search engines by
Go2Net within the respective Go2Net Metasearch Service.
5.2 Go2Net shall not otherwise be obligated to include the Search Results,
if the following events occur and Go2Net delivers written notice
thereof to Partner: (a) Partner fails to deliver Search Results that
are reasonably relevant to the respective user searches, as reasonably
determined by Go2Net;or (b) Partner delivers Search Results which, in
the determination of Go2Net, (i) include content that may violate
applicable law or infringe upon third party rights; or (ii) include
content that may be defamatory, obscene or otherwise objectionable;
PROVIDED, HOWEVER, that Partner shall have the right to deliver the
Search Results, if within fifteen (15) days of such written notice,
Partner complies with the foregoing standards in the reasonable
judgment of Go2Net.
5.3 Notwithstanding the foregoing minimum performance requirements, each of
the parties reserves its respective rights to remove, in its sole
discretion, any material or content from pages hosted by it, which it
reasonably believes may violate applicable law, third party rights or
is otherwise objectionable; and Go2Net reserves the right to adjust the
volume of searches submitted to Partner and the proportional mix of
results included on the Results Page(s) in order to maintain the
quality of the Go2Net Metasearch Service.
6. PROPRIETARY RIGHTS.
6.1 OWNERSHIP. Partner understands and agrees that Go2Net is the exclusive
holder of and shall retain, all right, title and interest in and to the
Go2Net Metasearch Service, including without limitation all
Intellectual Property therein. Go2Net understands and agrees that
Partner is the exclusive owner of and holds and shall retain, all
right, title, and interest in and to the Partner Search Engine,
including without limitation all Intellectual Property therein.
6.2 INTELLECTUAL PROPERTY. If a party desires to use any of the other
party's Intellectual Property the requesting party will obtain the
appropriate approvals and guidelines for use of the other party's
Intellectual Property from the other party. Nothing herein shall grant
a party any right, title or interest in the other party's Intellectual
Property. At no time during or after the term of this Agreement shall a
party challenge or assist others to challenge the other party's
Intellectual Property or the registration thereof or attempt to
register any trademarks, marks, or trade names confusingly similar to
those or the other party.
7. CONFIDENTIALITY.
7.1 CONFIDENTIAL INFORMATION. Each party (the "RECEIVING PARTY")
acknowledges that by reason of its relationship to the other party (the
"DISCLOSING PARTY") hereunder, the Receiving Party will have access to
certain information and materials, including the terms of this
Agreement, concerning the Disclosing Party's business, plans,
technology, products, and services that are confidential and of
substantial value to the Disclosing Party, the value of which would be
impaired if such information were disclosed to third parties
("CONFIDENTIAL INFORMATION"). The Receiving Party agrees that it shall
not use in any way for its own account or the account of any third
party, nor disclose to any third party, any such Confidential
Information revealed to it by the Disclosing Party. The Receiving Party
shall take every reasonable precaution to protect the confidentiality
of Confidential Information. Upon request by the Receiving Party, the
Disclosing Party shall advise
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whether or not it considers any particular information to be
Confidential Information. The Receiving Party shall not publish any
technical description of the Disclosing Party's Confidential
Information beyond any descriptions published by the Disclosing
Party. In the event of expiration or termination of this Agreement,
there shall be no use or disclosure by the Receiving Party of any
Confidential Information of the Disclosing Party, and the Receiving
Party shall not develop any software, devices, components, or
assemblies utilizing the Disclosing Party's Intellectual Property.
7.2 EXCLUSIONS. Confidential Information does not include any information
that the Receiving Party can demonstrate by written records: (a) was
known to the Receiving Party prior to its disclosure hereunder by the
disclosing party; (b) is independently developed by the Receiving
Party; (c) is or becomes publicly known through no wrongful act of the
Receiving Party; (d) has been rightfully received from a third party
whom the Receiving Party has reasonable grounds to believe is
authorized to make such disclosure without restriction; (e) has been
approved for public release by the Disclosing Party's prior written
authorization; or (f) must be produced or disclosed pursuant to
applicable law, regulation or court order, provided that the receiving
party provides prompt advance notice thereof to enable the disclosing
party to seek a protective order or otherwise prevent such disclosure.
In addition, Go2Net and Partner may disclose the existence and terms of
this Agreement in connection with a potential acquisition of
substantially the entire business of the other party, or a private or
public offering of securities of either party.
8. REPRESENTATIONS AND WARRANTIES.
8.1 Partner represents and warrants to Go2Net: that it has the right to
grant the rights hereunder; that it holds the necessary rights to
permit the use of the Search Results for the purposes of this
Agreement; that its entry into this Agreement does not violate any
agreement with any other party; that its performance under this
Agreement will conform to applicable U.S. laws and government rules and
regulations; that the use, reproduction, distribution, transmission, or
display of the Search Results, as contemplated by this Agreement will
not (i) violate applicable local, state or Federal law or infringe upon
any Intellectual Property rights or other rights of third parties; or
(ii) contain any material that is defamatory or otherwise any material
that promotes wrongful conduct that would constitute a criminal offense
or give rise to civil liability.
9. LIMITATION OF LIABILITY AND DISCLAIMER.
9.1 LIMITATION OF LIABILITY. NEITHER GO2NET NOR PARTNER MAKES ANY WARRANTY
WHATSOEVER WITH REGARDS TO THE FEATURES, FUNCTIONS, PERFORMANCE,
QUALITY, OR OTHER CHARACTERISTICS OF THE SERVICE EACH COMPANY PROVIDES.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR ANY OTHER
ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES,
HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. GO2NET SHALL NOT BE
LIABLE TO PARTNER OR ANY OTHER PARTY FOR ANY DAMAGES ARISING FROM THIRD
PARTY UNAUTHORIZED ACCESS OR USE OF THE GO2NET METASEARCH SERVICE.
PARTNER SHALL NOT BE LIABLE TO GO2NET OR ANY OTHER PARTY FOR ANY
DAMAGES ARISING FROM THIRD PARTY UNAUTHORIZED ACCESS OR USE OF THE
PARTNER SEARCH ENGINE.
9.2 DISCLAIMER. GO2NET MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE GO2NET
METASEARCH SERVICE, AND GO2NET SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. GO2NET DOES NOT WARRANT THAT THE OPERATION OF THE
GO2NET METASEARCH SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
FURTHERMORE, GO2NET DOES NOT MAKE ANY REPRESENTATIONS REGARDING
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THE USE OR THE RESULTS OF THE USE OF THE GO2NET METASEARCH SERVICE
IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
9.3 DISCLAIMER. PARTNER MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PARTNER
SEARCH ENGINE, AND PARTNER SPECIFICALLY DISCLAIMS ANY IMPLIED
WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. PARTNER DOES NOT WARRANT THAT THE OPERATION OF THE
PARTNER SEARCH ENGINE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE,
PARTNER DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE
SEARCH RESULTS OR THE USE OF THE PARTNER SITE IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
10. TERMINATION.
10.1 TERMINATION FOR BREACH OR INSOLVENCY. Either party shall have the right
to terminate this Agreement on written notice if (a) the other party
ceases to do business in the ordinary course or is insolvent, i.e.,
unable to pay its debts in the ordinary course as they come due, or is
declared bankrupt, or is the subject of any liquidation or insolvency
proceeding which is not dismissed within ninety (90) days, or makes any
assignment for the benefit of creditors, (b) the other party breaches
any material term of this Agreement and fails to cure such breach
within thirty (30) days after written notice thereof, or (c) the other
party fails to timely make any payment hereunder.
10.2 EFFECT OF TERMINATION. Upon the expiration or termination of this
Agreement:
10.2.1 Each party shall, within thirty (30) days of such expiration or
termination return to other party or destroy all Confidential
Information and all other material received from such other party.
10.2.2 All rights granted by Go2Net hereunder to Partner shall terminate.
10.2.3 All rights granted by Partner hereunder to Go2Net shall terminate.
10.3 SURVIVAL. Sections 3.2, 3.3, 3.4, 7, 8, 9, and 11 shall survive any
expirations or terminations of this Agreement.
11. MISCELLANEOUS.
11.1 INDEMNIFICATION BY PARTNER. With respect to claims or actions against
one or both parties by third parties insofar as such claim, demand or
action is attributable to the acts or omissions of Partner, including
without limitation claims based upon the violation of applicable law or
infringement of Intellectual Property rights or other third party
rights, or a breach by Partner of a representation and/or warranty made
in this Agreement, Partner shall (i) indemnify Go2Net against any
liability, cost, loss, or expense of any kind; and (ii) hold harmless
Go2Net and save it from any liability, cost, loss, or expense of any
kind. Go2Net shall have the right to select and control legal counsel
for the defense of any such claim, demand or action and for any
negotiations relating to any such claim, demand or action; however, to
the extent any such claim is covered in full by this indemnity, Partner
shall have the right, to such extent, to control the defense of such
claim; and Partner must approve any settlement of any such claim,
demand or action to the extent that such settlement imposes any
restrictions on or requires Partner to contribute financially to such
settlement.
INDEMNIFICATION BY GO2NET. With respect to claims or actions against
one or both parties by third parties insofar as such claim, demand or
action is attributable to the acts or omissions of Go2Net, including
without limitation claims based upon the violation of applicable law or
infringement of
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Intellectual Property rights or other third party rights, or a
breach by Go2Net of a representation and/or warranty made in this
Agreement, Go2Net shall (i) indemnify Partner against any liability,
cost, loss, or expense of any kind; and (ii) hold harmless Partner
and save it from any liability, cost, loss, or expense of any kind.
Partner shall have the right to select and control legal counsel for
the defense of any such claim, demand or action and for any
negotiations relating to any such claim, demand or action; however,
to the extent any such claim is covered in full by this indemnity,
Go2Net shall have the right, to such extent, to control the defense
of such claim; and Go2Net must approve any settlement of any such
claim, demand or action to the extent that such settlement imposes
any restrictions on or requires Go2Net to contribute financially to
such settlement.
11.2 INJUNCTIVE RELIEF. The parties acknowledge that the breach or
threatened breach of Section 7 would cause irreparable harm to the
non-breaching party, the extent of which would be difficult to
ascertain. Accordingly, each party agrees that, in addition to any
other remedies to which a party may be legally entitled, a party may
seek immediate injunctive relief in the event of a breach or threatened
breach of such sections by the other party or any of the other party's
employees or subcontractors.
11.3 ASSIGNMENT. Except as set forth herein, neither party may assign this
Agreement, without the prior written consent of the other party.
Notwithstanding the foregoing, either party may assign this Agreement
to (a) to any affiliate, division, or subsidiary able to timely deliver
the services contemplated by this Agreement, or (b) to any purchaser of
all or substantially all of such party's assets or to any successor by
way of merger, consolidation, or similar transaction. Subject to the
foregoing, this Agreement will be binding upon, enforceable by, and
inure to the benefit of the parties and their respective successors and
assigns.
11.4 WAIVER AND AMENDMENT. No modification, amendment or waiver of any
provision of this Agreement shall be effective unless in writing and
signed by the party to be charged. No failure or delay by either party
in exercising any right, power, or remedy under this Agreement shall
operate as a waiver of any such right, power or remedy.
11.5 GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington without giving effect to the conflict of law
principles thereof.
11.6 NOTICES, ETC. Any notice required or permitted by this Agreement shall
be deemed given if delivered by registered mail, postage prepaid,
addressed to the other party at the respective address shown at the
beginning of this Agreement or at such other address for which such
party gives notice hereunder. Delivery shall be deemed effective three
(3) days after deposit with postal authorities.
11.7 INDEPENDENT CONTRACTORS. The parties are independent contractors with
respect to each other. Each party is not and shall not be deemed to be
an employee, agent, partner, joint venturer or legal representative of
the other for any purpose and shall not have any right, power, or
authority to create any obligation or responsibility on behalf of the
other.
11.8 SEVERABILITY. If any provision of this Agreement shall be held by a
court of competent jurisdiction to be contrary to law, such provision
shall be changed and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by
law and the remaining provisions of this Agreement shall remain in full
force and effect.
11.9 COMPLETE UNDERSTANDING. This Agreement, including all Exhibits attached
hereto and hereby incorporated by reference, constitutes the final,
complete and exclusive agreement between the parties with respect to
the subject matter hereof, and supersedes any prior or contemporaneous
agreement, either written or oral.
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11.10 FORCE MAJEURE. Except with respect to obligations to make payments
hereunder, neither party shall be deemed in default hereunder, nor
shall it hold the other party responsible for, any cessation,
interruption or delay in the performance of its obligations hereunder
due to causes beyond its reasonable control including, but not limited
to: earthquake, flood, fire, storm or other natural disaster, act of
God, labor controversy or threat thereof, civil disturbance or
commotion, disruption of the public markets, war or armed conflict or
the inability to obtain sufficient material, supplies, labor,
transportation, power or other essential commodity or service required
in the conduct of its business, including internet access, or any
change in or the adoption of any law, ordinance, rule, regulation,
order, judgment or decree.
11.11 PUBLICITY. The parties shall cooperate to issue one or more joint press
releases announcing this Agreement; such joint press release shall
require the approval of both parties prior to issuance. As long as one
party or the other has not provided the other party with notice of
withdrawal of permission, the parties shall be permitted to use
previously approved text with no further approvals subject to the text
being substantially the same with allowance only of context and time.
Except in the course of performing pursuant to this Agreement, the
parties shall not publicize their relationship or the work done in
connection with this Agreement without the prior written approval of
the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to executed
effective as of the day and year first set forth above.
FINDWHAT, INC. GO2NET, INC.
By: /s/ Xxxxx X. Xxxxxxx-Xxxxxxxxx By: /s/ Xxxxxx X. Xxxx
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Xxxxx X. Xxxxxxx-Xxxxxxxxx Xxxxxx X. Xxxx
President and Chief Vice President, Business
Technology Officer Development
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